Mr.
Morgan Lekstrom reports
TREASURY METALS CONFIRMS CLOSING OF TRANCHE 2 OF PRIVATE PLACEMENT, CONTINUANCE TO BRITISH COLUMBIA AND LISTING ON TSXV, AND ANNOUNCES NAME CHANGE AND CONSOLIDATION
Treasury Metals Inc. has completed tranche 2 of the previously announced non-brokered private placement of flow-through units. Tranche 2 consisted of 8.69 million flow-through units at 23 cents per flow-through unit for aggregate gross proceeds of $1,998,700. Combined with the closing of the first tranche of the financing, the financing consisted of an aggregate of 27,826,000 flow-through units at 23 cents per flow-through unit for aggregate gross proceeds of $6,399,980.
In addition, Treasury is pleased to confirm that it has completed its continuance from the province of Ontario to the province of British Columbia, and its common shares will commence trading today on the TSX Venture Exchange as of the open of the market and the common shares have been delisted from the Toronto Stock Exchange. The company will trade on the TSX-V under the same ticker symbol, TML. Furthermore, in connection with the completion of the business combination with Blackwolf Copper and Gold Ltd., the company will change its name from Treasury Metals Inc. to NeXGold Mining Corp. and complete a consolidation of the company's issued and outstanding shares on the basis of one postconsolidation share for every four preconsolidation shares. As a result of the consolidation, the number of issued and outstanding shares will be reduced from 303,174,006 to approximately 75,793,273, subject to adjustment for rounding. The name change and consolidation are anticipated to take effect on or about July 9, 2024. The shares will be trading under the symbol NEXG on the TSX-V effective as of market open on or about July 10, 2024.
The financing remains subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX-V and any applicable securities regulatory authorities. All securities issued in connection with the financing are subject to a four-month-and-one-day hold period in Canada. Each flow-through unit issued under the financing consists of one Treasury share that is issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one common share purchase warrant of Treasury. Each warrant is exercisable at a price of 35 cents until July 2, 2027.
Certain insiders of the company participated in tranche 2, acquiring an aggregate of 8.69 million flow-through units on the same terms as other investors in the financing for gross proceeds to the company of $1,998,700. The insider participation constitutes a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirement to obtain a formal valuation and minority shareholder approval in connection with the insider participation under MI 61-101 in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 due to the fair market value of the insider participation being below 25 per cent of the company's market capitalization for purposes of MI 61-101. The company did not file a material change report 21 days prior to the expected closing date of the financing as the details of the insider participation in the financing had not been finalized at that time. The financing was approved by the board of directors of the company.
About Treasury Metals Inc.
Treasury Metals is a gold-focused company with assets in Canada and the United States. Treasury's Goliath gold complex (which includes the Goliath, Goldlund and Miller deposits) is located in Northwestern Ontario. The deposits benefit substantially from excellent access to the Trans-Canada Highway, related power and rail infrastructure, and close proximity to several communities, including Dryden, Ont. For information on the Goliath gold complex, please refer to the technical report, prepared in accordance with National Instrument 43-101, titled "Goliath Gold Complex -- NI 43-101 Technical Report and Prefeasibility Study" and dated March 27, 2023, with an effective date of Feb. 22, 2023, led by independent consultants Ausenco Engineering Canada Inc. The technical report is available on SEDAR+, on the OTCQX and on the company's website.
The company also owns several other projects throughout Canada, including the Weebigee/Sandy Lake gold project joint venture and the Gold Rock grassroots gold exploration property. In addition, Treasury Metals holds a 100-per-cent interest in the high-grade Niblack copper-gold-zinc-silver VMS (volcanogenic massive sulphide) project, located adjacent to tidewater in southeastern Alaska, as well as five Hyder area gold-silver and base metal properties in southeastern Alaska. Treasury Metals is committed to inclusive, informed and meaningful dialogue with regional communities and indigenous nations throughout the life of all its projects and on all aspects, including creating sustainable economic opportunities, providing safe workplaces, enhancing of social value and promoting community well-being.
We seek Safe Harbor.
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